Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ESQUIRE COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3703760
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
216 EAST 45TH STREET
NEW YORK, NEW YORK 10017
(212) 687-8010
(Address of principal executive offices)
1993 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
MARTIN H. NEIDELL
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 806-5836
(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
maximum maximum Amount of
Amount offering aggregate registration
to be price offering fee
Title of Securities registered per share (1) price
to be registered
Common Stock
$.01 par value . . . . 2,000,000 $8.50 $17,000,000 $5,152
shares(2)
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) on the basis of the price for a share of Common
Stock of Registrant as reported on the Nasdaq Stock Market.
(2) There are also being registered hereunder such additional shares as may
be issued pursuant to the anti-dilution provisions of the plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in
this Part I will be sent or given to employees as
specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Act"). Such
documents need not be filed with the Securities and
Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the
Act. These documents and the documents incorporated
by reference in the Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the
requirements of Section 10(a) of the Act. See Rule
428(a)(1) under the Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1997 and June 30, 1997; and
(c) Item 1 of the Registrant's Registration Statement on Form 8-A,
filed March 1, 1993 to register the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and By-laws of the Registrant provide
for the Registrant to indemnify its officers, directors and employees to the
fullest extent permitted by the Delaware General Corporation Law against certain
liabilities and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
5 - Opinion of Stroock & Stroock & Lavan LLP.
23(a) - Consent of Stroock & Stroock & Lavan LLP. Included in
Exhibit 5 to this Registration Statement.
23(b) - Consent of KPMG Peat Marwick LLP.
24 - Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post- effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) If the Registrant is a foreign private issuer, to file a post-effective
amendment to the Registration Statement to include any financial statements
required by Rule 3-19 of Regulation S-X at the start of any delayed offering or
throughout a continuous offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 13th day of
August, 1997.
ESQUIRE COMMUNICATIONS LTD.
(Registrant)
By:/S/ MALCOLM L. ELVEY
Malcolm L. Elvey
Chairman of the Board
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Malcolm L. Elvey, David A. White and David Higson, and each of
them acting individually, with full power of substitution to file one or more
amendments, including Post-Effective Amendments, to this Registration Statement,
which Amendments may make such changes as any of them deems appropriate, and
each person whose signature appears below, individually and in each capacity
stated below, hereby appoints Malcolm L. Elvey, David A. White and David Higson,
and each of them acting individually, with full power of substitution, as
Attorney-in-Fact to execute his name and on his behalf to file any such
Amendments to this Registration Statement.
Signature Title Date
/S/MALCOLM L. ELVEY Chairman of the Board August 13, 1997
Malcolm L. Elvey
/S/DAVID A. WHITE Chief Executive August 13, 1997
David A. White Officer(Principal
Executive Officer)
/S/DAVID A. HIGSON Chief Financial August 13, 1997
David Higson Officer (Principal
Financial Officer)
/S/CARY A. SARNOFF Director August 13, 1997
Cary A. Sarnoff
/S/JOHN C. DURHAM Director August 13, 1997
John C. Durham
/S/MORTIMER R. FEINBERG Director August 13, 1997
Mortimer R. Feinberg
/S/DAVID J. FELDMAN Director August 13, 1997
David J. Feldman
/S/ANDREW P. GARVIN Director August 13, 1997
Andrew P. Garvin
/S/FIR GEENEN Director August 13,1997
Fir Geenen
/S/JOSEPH P. NOLAN Director August 13,1997
Joseph P. Nolan
____________________ Director
Bruce V. Rauner
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
5 Opinion of Stroock & Stroock & Lavan LLP.
23(a) Consent of Stroock & Stroock & Lavan LLP.
Included in Exhibit 5 to this
Registration Statement.
23(b) Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included on signature page).
Exhibit 5
August 13, 1997
Esquire Communications Ltd.
216 East 45th Street
New York, New York 10017
Gentlemen:
We have acted as counsel to Esquire Communications Ltd., a Delaware
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8
(the "Registration Statement") relating to the proposed issuance of up to
2,000,000 shares (the "Shares") of the Common Stock, $0.01 par value (the
"Common Stock") of the Company, pursuant to the Company's 1993 Stock Option Plan
(the "Plan").
As such counsel, we have examined copies of the Certificate of
Incorporation and Bylaws of the Company, each as amended to the date hereof, the
Registration Statement, the Plan and originals or copies of such other corporate
minutes, records, agreements and other instruments of the Company, certificates
of public officials and other documents and have made such examinations of law,
as we have deemed necessary to form the basis for the opinion hereinafter
expressed. In our examination of such materials, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all copies submitted to
us. As to various questions of fact material to such opinion, we have relied, to
the extent we deemed appropriate, upon representations, statements and
certificates of officers and representatives of the Company and others.
Attorneys involved in the preparation of this opinion are admitted to
practice law in the State of New York and we do not purport to be experts on, or
to express any opinion herein concerning, any law other than the laws of the
State of New York, the General Corporation Law of the State of Delaware or the
federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued under the circumstances contemplated in the Registration
Statement and the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN LLP
Exhibit 23(b)
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Esquire Communications Ltd.:
We consent to incorporation by reference in the Registration Statement on
Form S-8, pertaining to the Esquire Communications Ltd. 1993 Stock Option Plan,
of Esquire Communications Ltd., of our report dated February 12, 1997, relating
to the consolidated balance sheet of Esquire Communications Ltd. and
subsidiaries as of December 31, 1996 and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended, which
report appears in the December 31, 1996 Annual Report on Form 10-KSB of Esquire
Communications Ltd.
KPMG Peat Marwick LLP
Short Hills, New Jersey
August 13, 1997
